0001283699-17-000010 Sample Contracts

RECEIVABLES PURCHASE AND ADMINISTRATION AGREEMENT
Receivables Purchase and Administration Agreement • February 14th, 2017 • T-Mobile US, Inc. • Radiotelephone communications • New York

THIS SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AND ADMINISTRATION AGREEMENT, dated as of October 31, 2016 (this “Amendment”), is by and among T-MOBILE HANDSET FUNDING LLC (the “Transferor”), as transferor, T-MOBILE FINANCIAL LLC (“Finco”), individually and as servicer, T-MOBILE US, INC., as guaran6or (the “Guarantor”), ROYAL BANK OF CANADA, as Administrative Agent (the “Administrative Agent”), and the various Funding Agents party to the RPAA referenced below.

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THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AND ADMINISTRATION AGREEMENT
Receivables Purchase and Administration Agreement • February 14th, 2017 • T-Mobile US, Inc. • Radiotelephone communications • New York

THIS THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AND ADMINISTRATION AGREEMENT, dated as of December 23, 2016 (this “Amendment”), is by and among T-MOBILE HANDSET FUNDING LLC (the “Transferor”), as transferor, T-MOBILE FINANCIAL LLC (“Finco”), individually and as servicer, T-MOBILE US, INC., as guarantor (the “Guarantor”), ROYAL BANK OF CANADA, as Administrative Agent (the “Administrative Agent”), and the various Funding Agents party to the RPAA referenced below.

NOVEMBER 2016 AMENDED AND RESTATED GUARANTEE FACILITY AGREEMENT
Guarantee Facility Agreement • February 14th, 2017 • T-Mobile US, Inc. • Radiotelephone communications • New York

WHEREAS the Company, the Funding Seller and the Bank (collectively, the Parties) are parties to that certain Second Amended and Restated Guarantee Facility Agreement, dated as of October 30, 2015 (the October 2015 Agreement);

FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • February 14th, 2017 • T-Mobile US, Inc. • Radiotelephone communications • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of December 23, 2016 (this “Amendment”), is by and between T- MOBILE FINANCIAL LLC (“Finco”), as seller, and T-MOBILE HANDSET FUNDING LLC (the “Transferor”), as purchaser, and consented to by ROYAL BANK OF CANADA, as Administrative Agent (the “Administrative Agent”), and the various Conduit Purchasers, Committed Purchasers and Funding Agents party to the RPAA referenced below.

THIRD AMENDMENT
Receivables Sale and Contribution Agreement • February 14th, 2017 • T-Mobile US, Inc. • Radiotelephone communications

THIS THIRD AMENDMENT TO THE RECEIVABLES SALE AND CONTRIBUTION AGREEMENT (this “Amendment”), dated as of November 30, 2016, is entered into by and among T-Mobile PCS Holdings LLC, a Delaware limited liability company (“T-Mobile PCS Holdings”), and T-Mobile Airtime Funding LLC, a Delaware limited liability (the “Funding Purchaser”).

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